Jos. A. Bank Offer To Buy Men's Warehouse Is Rejected

Read the investor presentation about the proposal to acquire Men's Wearhouse for $48 per share in cash Download This File

Maryland-based Jos. A. Bank has proposed to acquire rival Men's Wearhouse in a $2.3 billion deal that could potentially create a suit and tuxedo juggernaut with close to 2,000 stores.

But the leaders at Men's Wearhouse - who sent the company's founder packing last summer - rejected the offer, calling it opportunistic and inadequate.

Headquartered in Hampstead, Jos. A. Bank Clothiers disclosed Wednesday that it had made the unsolicited proposal in September to buy Men's Wearhouse for $48 per share in cash, a 42 percent premium at the time.

Men's Wearhouse said in rejecting the deal Wednesday that it wasn't in the best interest of its shareholders or the company.

The proposal "significantly undervalues Men's Wearhouse and fails to reflect the company's growth strategy and upside potential," Bill Sechrest, Men's Wearhouse's lead director of the board, said in a news release.

Shares of The Men's Wearhouse Inc. climbed $9.79, or 28 percent, to $45 in morning trading Wednesday after trading as high as $45.38 earlier in the day, their highest level since February 2007.

Jos. A. Banks sells men's tailored and casual clothing, sportswear and footwear and operates 623 stores in 44 states and the District of Columbia. Men's Wearhouse sells men's clothing through its namesake chain of stores, as well as the Moores and K&G retail chains. It runs more than 1,200 stores.

In June, Men's Wearhouse ousted its chairman George Zimmer - who had also served as the company's pitchman - following a dispute over the direction for the company. Zimmer, who founded the company in 1973, had appeared in many of its TV commercials with the slogan, "You're going to like the way you look. I guarantee it."

Carroll County.-based Jos. A. Bank made its offer Sept. 17, and privately pitched the deal to Men's Wearhouse executives in a phone call and follow-up letter.

During a media call on Wednesday, minutes before Men's Wearhouse issued the statement rejecting the bid, Robert N. Wildrick, chairman of the board of Jos. A. Bank described the proposal as a "win-win situation" for shareholders and consumers.

He told reporters that if the deal was completed, it would create a company that is large enough to compete with the giants nationally and internationally.

Wildrick noted that he didn't see this deal as an opportunity to cut costs but rather to improve profits margins and boost sales. He added that each company would benefit from its own expertise. Jos. A. Banks is strong in manufacturing and sourcing, he said, and he said the company could help Men's Wearhouse in that area. The deal would help Jos. A. Banks eventually expand into other areas like women's clothing and home furnishings. The plan would be for Jos. A. Banks to use fewer sales promotions.

On the call, Wildrick said that Jos. A. Banks originally gave Men's Wearhouse a deadline of Oct. 4 to respond but then extended the deadline.

Jos. A. Bank had said in June that it was considering acquisitions and it was storing up capital for a possible deal. The company then said last month its fiscal second-quarter net income fell 39 percent as shoppers didn't respond as well to some of the retailer's marketing campaigns as they did a year ago.

Men's Wearhouse reported last month that its fiscal second-quarter earnings fell 28 percent, hurt by one-time charges and an early Easter that pushed prom tuxedo rentals earlier than usual. The men's clothing retailer also cut its full-year guidance.